Katie Holmes came by fame playing Joey Potter, one of the precocious teens at the center of the the talky teen drama series, Dawson's Creek. So it's fitting that the actor has chosen a character-driven film project as her directorial debut. In All We Had , Katie Holmes plays Rita Carmichael, single mom to 15-year-old Ruthie (Stefania LaVie Owen). The women are forced to pull up stakes because of Rita's violent boyfriend. With nothing but each other, they hit the road and serendipitously end up in a small town that could be home to a fresh start.

In the exclusive clip below, Rita and Ruthie hit a discount department store. Their frugal plans are soon shot by the notion of applying for a store credit card and the sheer amount of stuff with which they can fill their cart. "It's possible that one of everything in the world is right here," Ruthie says to her mother. Junk food, perfume, and some genuinely hideous wall art all make the cut; and though it's tempting to snicker at the taste, the subtext of the scene is that these women have lived lives that are very short on luxury, and that these small splurges represent a fantasy of comfort. And for those who are comforable, it's easy to take the ability to impulse buy a $15 bottle of Britney Spears perfume for granted.

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All We Had, in theaters and on demand on Dec. 9 (it's available for pre-order now), is adapted from a novel by the same name. Holmes told Deadline that she was drawn to the ensemble of personalities created by author Annie Weatherwax, not just the damaged mother and resilient daughter at the center. The movie could be a breakthrough moment for Lindley, the transgender performer playing a kindhearted diner waitress who befriends Ruthie, for example. "I felt like these characters were original, authentic and refreshing," Holmes said. "[The book] dealt with very important circumstances and tragic circumstances, but every character survived and they were all survivors and there was a poetry to each one. I just really felt connected to them all." Still, the primary love story of the film is between Rita and Ruthie: two women who've been through everything together. "It's a coming of age story for both of them," Holmes said.

All We Had sounds like a good one to see with a mom or a surrogate mom, and an indicator that Holmes will be back in the director's chair soon.